DLT Resolution Inc. - Annual Report: 2008 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
(Mark
One)
[X]
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Annual
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the Fiscal Year Ended December 31,
2008
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[ ]
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Transition
Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
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For
the Transition Period from __________ to ___________
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Commission
File Number: 333-148546
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DBL
SENIOR CARE, INC.
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(Name
of small business issuer in its charter)
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Nevada
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20-8248213
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
employer identification number)
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925
Gardenia Circle
St.
George, Utah
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84790
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(Address
of principal executive offices)
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(Zip
code)
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Issuer’s
telephone number: (801) 615-1254
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Securities
Registered Pursuant to Section 12(b) of the Act:
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Title
of each class
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Name
of each exchange on which registered
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None
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None
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Securities
Registered Pursuant to Section 12(g) of the Act:
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None
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(Title
of class)
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(Title
of
class)
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
[ ] No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [X] No
[ ]
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate
by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.:
Large
accelerated filer [ ]
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Accelerated
filer
[ ]
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Non-accelerated
filer [ ] (Do not check if a
smaller reporting company)
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Smaller
reporting
company [X]
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
Yes
[X] No [ ]
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the most recent price at which the
common equity was sold: $31,500 as of March 20,
2009.
The
number of shares outstanding of each of the issuer's classes of common equity,
as of March 20, 2009 was 5,630,000.
DOCUMENTS
INCORPORATED BY REFERENCE
If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The
listed documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1990).
None.
Transitional
Small Business Disclosure Format (Check one): Yes [ ] No
[X]
2
DBL
SENIOR CARE, INC.
FORM
10-K
For the
year ended December 31, 2008
TABLE
OF CONTENTS
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3
FORWARD
LOOKING STATEMENTS
This
Annual Report contains forward-looking statements about our business, financial
condition and prospects that reflect our management’s assumptions and beliefs
based on information currently available. We can give no assurance
that the expectations indicated by such forward-looking statements will be
realized. If any of our assumptions should prove incorrect, or if any
of the risks and uncertainties underlying such expectations should materialize,
DBL Senior Care’s actual results may differ materially from those indicated by
the forward-looking statements.
The key
factors that are not within our control and that may have a direct bearing on
operating results include, but are not limited to, acceptance of our services,
our ability to expand its customer base, managements’ ability to raise capital
in the future, the retention of key employees and changes in the regulation of
our industry.
There may
be other risks and circumstances that management may be unable to
predict. When used in this Report, words such as, "believes," "expects,"
"intends," "plans," "anticipates," "estimates" and similar
expressions are intended to identify and qualify forward-looking statements,
although there may be certain forward-looking statements not accompanied by such
expressions.
PART I
DESCRIPTION OF BUSINESS
Business
Development and Summary
DBL
Senior Care, Inc. was incorporated in the State of Nevada on January 17,
2007. We are a development stage company with the goal of providing
care, assistance and companionship to elderly, infirm or other home-bound
individuals. We have initiated our development and start-up
activities, but have not yet commenced planned principal
operations. As of the date of this annual report, we have generated
no revenues.
Our
administrative office is located at 925 Gardenia Circle, St. George, Utah
84790.
Our
fiscal year end is December 31.
Business
of Issuer
Principal
Products and Principal Markets
We plan
to provide personal assistance services to patients in hospitals or nursing
homes, the elderly, sick or any other such person who is physically unable to
perform certain household chores or errands due to illness or other
infirmity. We are not a provider of medical services; rather, we seek
to provide personal care and assistance that a sick or frail person would be
unable to perform on their own. Such services encompass any errand or
odd job that a client would desire including, but not limited to, laundry,
grocery shopping, cooking, cleaning or simply providing
companionship. We do not, however, intend to provide any health or
medical-related service, or to replace or supplement medical
personnel. Instead, it is our objective to provide general personal
services when family and friends cannot and that medical care-givers will
not. Initially, we plan to focus our efforts on the Southern Utah and
Southern Nevada areas, as our base of operations is located nearby.
We
believe it is important that the persons we employ or contract to perform
services on our behalf are personable, patient and able to provide a high level
of customer care and assistance. We plan to ensure the professionals
we hire are drug tested and thoroughly screened, through the performance of
background and work reference checks, to screen applicants for any criminal
activity and drug abuse. Our management will undertake all screening,
hiring and placement activities. We then plan to be able to provide
potential clients, upon request, with profiles of possible candidates that
include a synopsis of their educational background and prior work
experience.
Distribution
Methods of the Products
We have
no methods of distribution in place, nor have we begun to provide services to
any customer. While we have no methods of distribution in place, we
believe we will need to focus on recruiting individuals to provide our services
to prospective customers.
4
Industry
Background and Competition
We are a
small, start-up company that has not generated any revenues and lacks a base of
both clients and personal care providers. We compete primarily
against companies that specialize in providing personal care to individuals,
such as personal concierges, housekeepers and personal
assistants. There are approximately 8 companies in the Southern
Nevada and Southern Utah regions providing services that significantly overlap
those we intend to provide. All of our competitors have longer
operating histories, established client relationships and greater financial,
management and marketing resources than we do. More established firms
have a greater supply of available employees and contractors, substantial
word-of-mouth referrals and established brand names, enabling them to attract a
consistent flow of new customers and employees.
To the
extent competitors seek to gain or retain market share by reducing prices or
increasing marketing efforts, we could lose revenues or clients and our margins
would therefore decline, which could seriously harm our operating
results.
Effect
of Existing or Probable Governmental Regulations
Our
management is not aware of any existing or probable government regulations that
would have a material effect on our business.
We are a
personal services company and not a healthcare concern. The
healthcare industry is subject to extensive and complex federal and state laws
and regulations relating to professional licensure, conduct of operations,
payment for services and payment for referrals. We do not intend to
provide medical services and therefore believe our business is not directly
impacted by or subject to the laws and regulations that generally govern the
healthcare industry.
Number
of total employees and number of full time employees
We are
currently in the development stage. During the development stage, we
plan to rely exclusively on the services of Debbie and Darrin Barnum, our
officers and directors, to set up our business operations. Mr. Darrin
Barnum currently works for us on a part-time basis and expects to devote
approximately 20 hours per week to our business. Mrs. Debbie Barnum
is currently dedicated to our efforts on a full-time basis. There are
no other full- or part-time employees. There are no other full- or
part-time employees.
We plan
to hire individuals to assist us in providing our personal services to potential
customers. These persons will be paid on a per job basis and will be
considered independent contractors. We do not intend to enter into
any employment agreements with any of these professionals. Thus,
these persons are not intended to be employees of our company.
Reports
to Security Holders
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1.
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We
will furnish shareholders with annual financial reports certified by our
independent registered public
accountants.
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2.
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We
are a reporting issuer with the Securities and Exchange
Commission. We file periodic reports, which are required in
accordance with Section 15(d) of the Securities Act of 1933, with the
Securities and Exchange Commission to maintain the fully reporting
status.
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3.
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The
public may read and copy any materials we file with the SEC at the SEC's
Public Reference Room at 100 F Street, N.E., Washington, D.C.
20002. The public may obtain information on the operation of
the Public Reference Room by calling the SEC at
1-800-SEC-0330. Our SEC filings will be available on the SEC
Internet site, located at
http://www.sec.gov.
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RISK FACTORS
Investors
may lose their entire investment if DBL fails to commence its planned
operations.
DBL was
formed in January 2007. We have not yet commenced planned principal
operations and, thus, have no demonstrable operations record on which you can
evaluate the business and its prospects. DBL’s prospects must be
considered in light of the risks, uncertainties, expenses and difficulties
frequently encountered by companies in their early stages of
development. These risks include, without limitation, competition,
the absence of ongoing revenue streams, inexperienced management and lack of
brand recognition. We cannot guarantee that we will be successful in
accomplishing our objectives. To date, we have not generated any
revenues and we expect to continue to incur losses in the foreseeable
future. If DBL fails in its objective to provide personal care
assistance to sick and elderly persons, we may be forced out of business, in
which case investors may lose their entire investment.
5
Our
officers and directors work for us on a part-time basis and have no experience
in managing a public company. As a result, we may be unable to
develop our business and manage our public reporting requirements.
Our
operations depend on the efforts of Debbie Barnum, our President, Treasurer,
director and employee, and Darrin Barnum, our Secretary, director and
employee. Both Mr. and Mrs. Barnum currently work for us on a
part-time basis and expect to each devote approximately 10-20 hours per week to
our business and are prepared to dedicate additional time to our operations, as
needed. Neither Mr. nor Mrs. Barnum have any experience related to
public company management or as a principal accounting or principal financial
officer and works for us only on a part-time basis. Because of this,
Mr. and Mrs. Barnum may be unable to develop our business and manage our public
reporting requirements. We cannot guarantee you that we will overcome
any such obstacle, which may cause us to cease operations.
DBL
may not be able to attain profitability without additional funding, which may be
unavailable.
We have
limited capital resources and, since our inception, have incurred a net loss and
experienced negative cash flows. To date, we have funded our
operations from the sale of equity securities and have not generated cash from
our operations. Unless we begin to generate sufficient revenues from
providing our care and assistance services to finance operations as a going
concern, we will experience liquidity and solvency problems. Such
liquidity and solvency problems may force us to go out of business if additional
financing is not available. We have no intention of
liquidating. In the event our cash resources are insufficient to
continue operations, we intend to raise addition capital through offerings and
sales of equity or debt securities. In the event we are unable to
raise sufficient funds, we will be forced to go out of business and will be
forced to liquidate. A possibility of such outcome presents a risk of
complete loss of investment in our common stock.
DBL’s
independent auditors have qualified their report to express substantial doubt
about our company’s ability to continue as a going concern.
DBL has
yet to commence its planned principal operations. As of the date of
this Prospectus, DBL has had only limited start-up operations and generated no
revenues. Taking these facts into account, DBL’s independent auditors
have expressed substantial doubt about our ability to continue as a going
concern in the independent auditors’ report to the financial statements included
in the registration statement, of which this prospectus is a part. If
DBL’s care and assistance business fails, our investors may face a complete loss
of their investment.
Because
of competitive pressures from competitors with more resources DBL may fail to
implement its business model profitably.
We are
entering a highly competitive market segment. Our expected
competitors include larger and more established companies. To the
best of our management’s knowledge, some of our competitors include housekeeping
services, personal concierges and other personal assistance and delivery
services that range in size from sole proprietorships to national franchises,
such as Merry Maids. Generally, our competitors have longer operating
histories, significantly greater financial and marketing resources, as well as
greater name recognition. Therefore, many of these competitors may be
able to devote greater resources than we are capable of to attracting a larger
base of clients and contractors. Increased competition could result
in lower than expected operating margins or loss of market share, any of which
would materially and adversely affect our business, results of operation and
financial condition.
Changes
in consumer preferences could reduce demand for our services.
Any
change in the preferences of elderly and infirm persons, our primary target
demographic, that we fail to anticipate could reduce the demand for our
assistance and care services that we intend to provide. Failure to
anticipate and respond to changes in consumer preferences and demands could lead
to, among other things, customer dissatisfaction, failure to attract demand for
our services, inefficient advertising and marketing methods and lower profit
margins.
If
we are unable to attract employees or third party consultants, we may be unable
to execute our planned operations.
Our
business is to provide personalized care to typically elder or sick individuals
that need assistance outside of medical treatment. We will be
significantly reliant upon our ability to attract and retain individuals who
possess the skills, experience and patience necessary care for those in our
target market. We compete generally for personnel with temporary
healthcare staffing companies and other temporary staffing
agencies. We must establish and continually expand a network of care
providers to keep pace with the needs of those who may require our
services. We may be unable to recruit and maintain a sufficient core
of individuals, decreasing the potential for growth of our
business. Without such individuals, we will be unable to execute our
business plan.
6
Our
business will suffer if we are unable to secure and satisfy demand for our
services.
We do not
have long-term agreements or exclusive guaranteed contracts with any
clients. The success of our business depends upon our ability to
continually secure new service requests and to fill those demands with
professional care providers. If we fail to maintain positive
relationships with clients, we may be unable to generate new service requests
and our business will be adversely affected.
If
we were to become subject to the regulations governing healthcare providers, we
may suffer penalties, fines and/or cease operations.
Our
management is not aware of any current or pending regulations or legislation
that we are subject to. We are a provider of non-medical care and
assistance. Although we do not purport to be a healthcare concern,
there can be no assurance that certain actions or activities we may undertake
will not be classified as medical-related. The healthcare industry is
subject to extensive and complex federal and state laws and regulations related
to professional licensure, conduct of operations, payment for services and
payment for referrals. If we fail to abstain from medical or
healthcare services, we may become subject to certain laws and regulations that
we are not skilled or licensed to perform under and we could suffer civil and/or
criminal penalties or be subject to injunctions or cease and desist
orders.
We
may be legally liable for damages resulting from mistreatment of our
clients.
Because
we are in the business of placing our employees or third party contractors in
the homes and workplaces of elderly or infirm individuals, we may be subject to
possible claims by our employees and contractors, alleging discrimination,
sexual harassment, negligence and other similar activities. In
addition, we may become subject to claims related to torts or crimes committed
by the professionals we seek to employ. The cost of defending such
claims, even if groundless, could be substantial and the associated negative
publicity could adversely affect our ability to conduct business in the
future. We currently do not carry professional liability insurance to
mitigate these risks. If we are unable to obtain and maintain
adequate insurance coverage at a reasonable cost, or if potential insurers deny
coverage, we may be exposed to substantial liabilities that could force us out
of business.
Conflicts
of interest faced by the top management of DBL may jeopardize the business
continuity of DBL.
Mr. and
Mrs. Barnum, our officers and directors, may, in the future, become involved in
other business opportunities. If a specific business opportunity
becomes available, our officers may face a conflict in selecting between DBL and
their other business interests. We do not believe that either Mr. or
Mrs. Barnum will not consider entering a similar line of business as we conduct;
however, there can be no assurance of this. DBL has not formulated a
policy for the resolution of such conflicts.
We
are dependent upon our officers and directors, the loss of either or both may
force us out of business.
The
operations of DBL Senior Care, Inc. depend substantially on the skills and
experience of Debbie Barnum and Darrin Barnum. Without employment
contracts, we may lose these individuals to other pursuits without sufficient
warning and, consequently, go out of business.
Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.
Since our
common stock is a penny stock, as defined in Rule 3a51-1 under the Securities
Exchange Act, it will be more difficult for investors to liquidate their
investment even if and when a market develops for the common stock. Until the
trading price of the common stock rises above $5.00 per share, if ever, trading
in the common stock is subject to the penny stock rules of the Securities
Exchange Act specified in rules 15g-1 through 15g-10. Those rules require
broker-dealers, before effecting transactions in any penny stock,
to:
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Deliver
to the customer, and obtain a written receipt for, a disclosure
document;
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Disclose
certain price information about the
stock;
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3.
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Disclose
the amount of compensation received by the broker-dealer or any associated
person of the broker-dealer;
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4.
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Send
monthly statements to customers with market and price information about
the penny stock; and
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5.
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In
some circumstances, approve the purchaser’s account under certain
standards and deliver written statements to the customer with information
specified in the rules.
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7
Consequently,
the penny stock rules may restrict the ability or willingness of broker-dealers
to sell the common stock and may affect the ability of holders to sell their
common stock in the secondary market and the price at which such holders can
sell any such securities. These additional procedures could also limit our
ability to raise additional capital in the future.
FINRA
sales practice requirements may also limit a stockholder's ability to buy and
sell our stock.
In
addition to the “penny stock” rules described above, the Financial Industry
Regulatory Authority (FINRA) has adopted rules that require that in recommending
an investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability! to buy and sell our stock and have an
adverse effect on the market for our shares.
Our
internal controls may be inadequate, which could cause our financial reporting
to be unreliable and lead to misinformation being disseminated to the
public.
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. As defined in Exchange Act Rule 13a-15(f),
internal control over financial reporting is a process designed by, or under the
supervision of, the principal executive and principal financial officer and
effected by the board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles and includes those policies and
procedures that: (i) pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of our
assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and
directors, and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our assets that
could have a material effect on the financial statements.
UNRESOLVED STAFF COMMENTS
None.
DBL
Senior Care, Inc. uses office space at 925 Gardenia Circle, St. George, UT
84790. Mr. and Mrs. Barnum, our directors, executive officers and
shareholders, are providing the office space at no charge to us. We
believe that this arrangement is suitable given that our current operations are
primarily administrative. We also believe that we will not need to
lease additional administrative offices for at least the next 12
months. There are currently no proposed programs for the renovation,
improvement or development of the facilities we currently use.
Our
management does not currently have policies regarding the acquisition or sale of
real estate assets primarily for possible capital gain or primarily for
income. We do not presently hold any investments or interests in real
estate, investments in real estate mortgages or securities of or interests in
persons primarily engaged in real estate activities.
LEGAL PROCEEDINGS
No
Director, officer, significant employee, or consultant of DBL Senior Care, Inc.
has been convicted in a criminal proceeding, exclusive of traffic
violations.
No
Director, officer, significant employee, or consultant of DBL Senior Care, Inc.
has been permanently or temporarily enjoined, barred, suspended, or otherwise
limited from involvement in any type of business, securities or banking
activities.
No
Director, officer, significant employee, or consultant of DBL Senior Care, Inc.
has been convicted of violating a federal or state securities or commodities
law.
8
DBL
Senior Care, Inc. is not a party to any pending legal proceedings.
No
director, officer, significant employee or consultant of DBL Senior Care, Inc.
has had any bankruptcy petition filed by or against any business of which such
person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None.
PART II
MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS MARKET INFORMATION FOR COMMON STOCK
Market
information
Effective
June 12, 2008, the Company has been approved for listing on the OTC Bulletin
Board under the symbol "DBLC". As of the date of this annual report,
no public market in our common stock has yet developed and there can be no
assurance that a meaningful trading market will subsequently
develop. We make no representation about the value of our common
stock.
Holders
As of the
date of this annual report, DBL Senior Care, Inc. has 5,630,000 shares of $0.001
par value common stock issued and outstanding held by 20 shareholders of
record. Our Transfer Agent is Pacific Stock Transfer, 500 E. Warm
Springs Road, Suite 240 Las Vegas, Nevada 89123, phone (702)
361-3033.
Dividends
DBL
Senior Care, Inc. has never declared or paid any cash dividends on its common
stock. For the foreseeable future, DBL intends to retain any earnings
to finance the development and expansion of its business, and it does not
anticipate paying any cash dividends on its common stock. Any future
determination to pay dividends will be at the discretion of the Board of
Directors and will be dependent upon then existing conditions, including our
financial condition and results of operations, capital requirements, contractual
restrictions, business prospects and other factors that the board of directors
considers relevant.
Recent
Sales of Unregistered Securities
In
January 2007, we issued 5,000,000 shares of our common stock at a price of
$0.001 per share to two shareholders, Debbie Barnum and Darrin Barnum, both of
whom are our founding shareholders and officers and directors. This
sale of stock did not involve any public offering, general advertising or
solicitation. The shares were issued in exchange for cash in the
amount of $5,000. At the time of the issuances, both Mr. and Mrs.
Barnum had fair access to and were in possession of all available material
information about our company, as they are both officers and directors of
DBL. The shares bear a restrictive transfer legend. On the
basis of these facts, we claim that the issuance of stock to our founding
shareholders qualifies for the exemption from registration contained in Section
4(2) of the Securities Act of 1933.
In August
2007, we sold 630,000 shares of our common stock to eighteen unrelated
shareholders. The shares were issued at a price of $0.05 per share
for total cash in the amount of $31,500. The shares bear a
restrictive transfer legend. This August 2007 transaction (a)
involved no general solicitation, (b) involved less than thirty-five
non-accredited purchasers and (c) relied on a detailed disclosure document to
communicate to the investors all material facts about DBL Senior Care, Inc.,
including an audited balance sheet and reviewed statements of income, changes in
stockholders’ equity and cash flows. Each purchaser was given the
opportunity to ask questions of us. Thus, we believe that the
offering was exempt from registration under Regulation D, Rule 505 of the
Securities Act of 1933, as amended.
9
MANAGEMENT’S DISCUSSION AND PLAN OF OPERATIONS
Forward-Looking
Statements
The
statements contained in all parts of this document that are not historical facts
are, or may be deemed to be, "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Such forward-looking
statements include, but are not limited to, those relating to the following: the
Company's ability to secure necessary financing; plans for opening one or more
restaurant units (including the scope, timing, impact and effects thereof);
expected growth; future operating expenses; future margins; fluctuations in
interest rates; ability to continue to grow and implement growth, and
regarding future growth, cash needs, operations, business plans and financial
results and any other statements that are not historical facts.
When used
in this document, the words "anticipate," "estimate," "expect," "may," "plans,"
"project," and similar expressions are intended to be among the statements that
identify forward-looking statements. DBL Senior Care, Inc.’s results
may differ significantly from the results discussed in the forward-looking
statements. Such statements involve risks and uncertainties,
including, but not limited to, those relating to costs, delays and difficulties
related to the Company’s dependence on its ability to attract and retain skilled
managers and other personnel; the intense competition within the restaurant
industry; the uncertainty of the Company's ability to manage and continue its
growth and implement its business strategy; its vulnerability to general
economic conditions; accuracy of accounting and other estimates; the Company's
future financial and operating results, cash needs and demand for services; and
the Company's ability to maintain and comply with permits and licenses; as well
as other risk factors described in this Annual Report. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual outcomes may vary materially from those
projected.
Management’s
Discussion and Analysis
DBL
Senior Care, Inc. was incorporated in Nevada on January 17, 2007. We
are a startup and have not realized any revenues since our
formation. We do not have any history of sales or profitability and
are unable to predict the future and ongoing ability to generate
revenues. Our efforts have focused primarily on the development and
implementation of our business plan. No development related expenses
have been or will be paid to our affiliates.
As a
result of our lack of revenues and incurring ongoing expenses related to the
implementation of our business and maintaining our public report status, we have
experienced net losses in all periods since our inception. During the
year ended December 31, 2008, we incurred a net loss of $29,160, attributable
solely to general and administrative expenses related to the cost of
developmental activities, professional fees and costs related to being a public
reporting corporation. In the comparable period ended December 31,
2007, our net loss was $7,507, primarily due to $7,548 in general and
administrative expenses and other income of $41 related to the reversal of bank
fees. During the period from our inception on January 17, 2007 to
December 31, 2008, we did not generate any revenues, and incurred a net loss of
$36,667, attributable to $36,708 in general and administrative expenses, as well
as other income of $41.
We expect
to continue to incur general and administrative expenses for the foreseeable
future, although we cannot estimate the extent of these costs. We are
unable to predict if and when we will begin to generate revenues or stem our
losses. We have no recurring or guaranteed source of revenues and
cannot predict when, if ever, we will become profitable. We
anticipate incurring ongoing operating losses for the foreseeable future and
cannot predict when, if at all, we may expect these losses to plateau or
narrow. There is significant uncertainty projecting future
profitability due to our lack of operating history and absence of guaranteed
revenue streams.
Our
management believes that our cash on hand as of December 31, 2008 in the amount
of $33 is not sufficient to finance operations. Generating sales in
the next 12 months is imperative for us to support our operations and to
continue as a going concern. We believe that we will be required to
generate a minimum of approximately $30,000 in revenues over the next 12 months
in order for us to support ongoing operations. However, we cannot
guarantee that we will generate such sales. As such, we are in a
precarious financial position and may be unable to maintain our operations
without generating revenues or obtaining funds through sales of our debt or
equity securities. We cannot assure you that any financing can be
obtained or, if obtained, that it will be on reasonable terms. As
such, our principal accountants have expressed substantial doubt about our
ability to continue as a going concern because we have limited operations and
have not fully commenced planned principal operations. If our
business fails, our investors may face a complete loss of their
investment.
10
Our
management does not anticipate the need to hire additional full- or part- time
employees over the next 12 months, as the services provided by our current
officers and directors appear sufficient at this time. Our officers
and directors work for us on a part-time basis, and are prepared to devote
additional time, as necessary. We do not expect to hire any
additional employees over the next 12 months.
There are
no known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on our revenues from continuing
operations.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The
following documents (pages F-1 to F-12) form part of the report on the Financial
Statements
11
DBL
Senior Care, Inc.
(A
Development Stage Company)
Balance
Sheets
as
of
December
31, 2008 and 2007
and
Statements
of Operations,
Stockholders’
Equity, and
Cash
Flows
For
the years ended
December
31, 2008 and 2007,
and
for
the period
January
17, 2007 (Date of Inception)
through
December
31, 2008
12
TABLE OF
CONTENTS
13
MOORE
& ASSOCIATES, CHARTERED
ACCOUNTANTS AND
ADVISORS
PCAOB
REGISTERED
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors
DBL
Senior Care, Inc.
(A
Development Stage Company)
We have
audited the accompanying balance sheets of DBL Senior Care, Inc. (A Development
Stage Company) as of December 31, 2008 and 2007, and the related statements of
operations, stockholders’ equity and cash flows for the years ended December 31,
2008 and 2007 and from inception on January 17, 2007 through December 31, 2008.
These financial statements are the responsibility of the Company’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of DBL Senior Care, Inc. (A
Development Stage Company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity and cash flows for the years
ended December 31, 2008 and 2007 and from inception on January 17, 2007 through
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $36,667, which
raises substantial doubt about its ability to continue as a going
concern. Management’s plans concerning these matters are also
described in Note 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/
Moore & Associates, Chartered
Moore
& Associates, Chartered
Las
Vegas, Nevada
March 12,
2009
6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
F1
14
DBL
Senior Care, Inc.
(a
Development Stage Company)
Balance Sheets
December
31,
|
December
31,
|
|||||||
2008
|
2007
|
|||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
|
$ | 33 | $ | 29,193 | ||||
Total
current assets
|
33 | 29,193 | ||||||
$ | 33 | $ | 29,193 | |||||
Liabilities
and Stockholders’ Equity
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | - | $ | - | ||||
Accrued
liabilities
|
- | - | ||||||
Total
current liabilities
|
- | - | ||||||
Stockholders’
equity:
|
||||||||
Preferred
stock, $0.001 par value, 5,000,000 shares
|
||||||||
authorized,
no shares issued and outstanding
|
- | - | ||||||
Common
stock, $0.001 par value, 70,000,000 shares
|
||||||||
authorized,
5,630,000 shares issued and outstanding
|
5,630 | 5,630 | ||||||
Additional
paid-in capital
|
31,070 | 31,070 | ||||||
(Deficit)
accumulated during development stage
|
(36,667 | ) | (7,507 | ) | ||||
33 | 29,193 | |||||||
$ | 33 | $ | 29,193 |
The
accompanying notes are an integral part of these financial
statements.
F2
15
DBL
Senior Care, Inc.
(a
Development Stage Company)
Statements of Operations
For
the years ended
|
January
17, 2007
|
|||||||||||
December
31,
|
(Inception)
to
|
|||||||||||
2008
|
2007
|
December
31, 2008
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
Expenses:
|
||||||||||||
General
and administrative expenses
|
29,160 | 7,548 | 36,708 | |||||||||
Total
expenses
|
29,160 | 7,548 | 36,708 | |||||||||
Other
income:
|
||||||||||||
Other
income
|
- | 41 | 41 | |||||||||
Total
other income
|
- | 41 | 41 | |||||||||
(Loss)
before provision for income taxes
|
(29,160 | ) | (7,507 | ) | (36,667 | ) | ||||||
Provision
for income taxes
|
- | - | - | |||||||||
Net
(loss)
|
$ | (29,160 | ) | $ | (7,507 | ) | $ | (36,667 | ) | |||
Weighted
average number of
|
||||||||||||
common
shares outstanding - basic and fully diluted
|
5,630,000 | 5,277,414 | ||||||||||
Net
(loss) per share-basic and fully diluted
|
$ | (0.00 | ) | $ | (0.00 | ) |
The
accompanying notes are an integral part of these financial
statements.
F3
16
DBL
Senior Care, Inc.
(a
Development Stage Company)
Statements of Stockholders’ Equity
(Deficit)
|
||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||
Additional
|
Common
|
During
|
Total
|
|||||||||||||||||||||||||
Common
Stock
|
Paid-in
|
Stock
|
Subscriptions
|
Development
|
Stockholders’
|
|||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Subscribed
|
Receivable
|
Stage
|
Equity
|
||||||||||||||||||||||
January
17, 2007
|
||||||||||||||||||||||||||||
Subscriptions
receivable
|
||||||||||||||||||||||||||||
$0.001
per share
|
5,000,000 | $ | - | $ | - | $ | 5,000 | $ | (5,000 | ) | $ | - | $ | - | ||||||||||||||
February
2, 2007
|
||||||||||||||||||||||||||||
Founders
shares
|
||||||||||||||||||||||||||||
issued
for cash
|
- | 5,000 | - | (5,000 | ) | 5,000 | - | 5,000 | ||||||||||||||||||||
July
30, 2007
|
||||||||||||||||||||||||||||
Donated
capital
|
- | - | 200 | - | - | - | 200 | |||||||||||||||||||||
August
6, 2007
|
||||||||||||||||||||||||||||
Private
placement
|
||||||||||||||||||||||||||||
$0.05
per share
|
630,000 | 630 | 30,870 | - | - | - | 31,500 | |||||||||||||||||||||
Net
(loss)
|
||||||||||||||||||||||||||||
For
the period January 17, 2007
|
||||||||||||||||||||||||||||
(Inception)
to December 31, 2007
|
- | - | - | - | - | (7,507 | ) | (7,507 | ) | |||||||||||||||||||
Balance,
December 31, 2007
|
5,630,000 | $ | 5,630 | $ | 31,070 | $ | - | $ | - | $ | (7,507 | ) | $ | 29,193 | ||||||||||||||
Net
(loss)
|
||||||||||||||||||||||||||||
For
the year ended
|
||||||||||||||||||||||||||||
December
31, 2008
|
- | - | - | - | - | (29,160 | ) | (29,160 | ) | |||||||||||||||||||
Balance,
December 31, 2008
|
5,630,000 | $ | 5,630 | $ | 31,070 | $ | - | $ | - | $ | (36,667 | ) | $ | 33 |
The
accompanying notes are an integral part of these financial
statements.
F4
17
DBL
Senior Care, Inc.
(a
Development Stage Company)
Statements of Cash Flows
For
the years ended
|
January
17, 2007
|
|||||||||||
December
31,
|
(Inception)
to
|
|||||||||||
2008
|
2007
|
December
31, 2008
|
||||||||||
Operating
activities
|
||||||||||||
Net
(loss)
|
$ | (29,160 | ) | $ | (7,507 | ) | $ | (36,667 | ) | |||
Net
cash (used) by operating activities
|
(29,160 | ) | (7,507 | ) | (36,667 | ) | ||||||
Financing
activities
|
||||||||||||
Donated
capital
|
- | 200 | 200 | |||||||||
Issuances
of common stock
|
- | 36,500 | 36,500 | |||||||||
Net
cash provided by financing activities
|
- | 36,700 | 36,700 | |||||||||
Net
increase in cash
|
(29,160 | ) | 29,193 | 33 | ||||||||
Cash
– beginning
|
29,193 | - | - | |||||||||
Cash
– ending
|
$ | 33 | $ | 29,193 | $ | 33 | ||||||
Supplemental
disclosures:
|
||||||||||||
Interest
paid
|
$ | - | $ | - | $ | - | ||||||
Income
taxes paid
|
$ | - | $ | - | $ | - |
The
accompanying notes are an integral part of these financial
statements.
F5
18
DBL
Senior Care, Inc.
(a
Development Stage Company)
Notes to Financial Statements
December
31, 2008
Note
1 – History and organization of the company
The
Company was organized January 17, 2007 (Date of Inception) under the laws of the
State of Nevada, as DBL Senior Care, Inc. The Company is authorized
to issue up to 70,000,000 shares of its $0.001 par value common stock and
5,000,000 shares of its $0.001 par value preferred stock.
The
business of the Company is to provide personal care services to elderly,
handicapped or other home-bound individuals suffering infirmity. The
Company has limited operations and in accordance with Statement of Financial
Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development
Stage Enterprises,” the Company is considered a development stage
company.
Note
2 – Accounting policies and procedures
Use of
estimates
The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those
estimates.
Cash and cash
equivalents
The
Company maintains a cash balance in a non-interest-bearing account that
currently does not exceed federally insured limits. For the purpose
of the statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash
equivalents. There were no cash equivalents as of December 31, 2008
and 2007.
Concentrations of Risks:
Cash Balances
The
Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured
balances up to $100,000 through October 13, 2008. As of October 14,
2008 all non-interest bearing transaction deposit accounts at an FDIC-insured
institution, including all personal and business checking deposit accounts that
do not earn interest, are fully insured for the entire amount in the deposit
account. This unlimited insurance coverage is temporary and will
remain in effect for participating institutions until December 31,
2009.
All other
deposit accounts at FDIC-insured institutions are insured up to at least
$250,000 per depositor until December 31, 2009. On January 1, 2010,
FDIC deposit insurance for all deposit accounts, except for certain retirement
accounts, will return to at least $100,000 per depositor. Insurance
coverage for certain retirement accounts, which include all IRA deposit
accounts, will remain at $250,000 per depositor.
Revenue
recognition
The
Company’s revenue recognition policies are in compliance with Staff Accounting
Bulletin (SAB) 104. Revenue is recognized when a formal arrangement exists, the
price is fixed or determinable, all obligations have been performed pursuant to
the terms of the formal arrangement and collectability is reasonably
assured. The Company recognizes revenues on sales of its services,
based on the terms of the customer agreement. The customer agreement
takes the form of either a contract or a customer purchase order and each
provides information with respect to the service being sold and the sales
price. If the customer agreement does not have specific delivery or
customer acceptance terms, revenue is recognized at the time the service is
provided to the customer.
Management
periodically evaluates the need for establishing a reserve for service warranty
liability. As of December 31, 2008, management has concluded that neither a
reserve for warranty liability is required.
Advertising
costs
The
Company expenses all costs of advertising as incurred. There were no
advertising costs included in selling, general and administrative expenses for
the years ended December 31, 2008 and 2007.
F6
19
DBL
Senior Care, Inc.
(a
Development Stage Company)
Notes
to Financial Statements
December
31, 2008
Note
2 – Accounting policies and procedures (continued)
Impairment of long-lived
assets
Long-lived
assets held and used by the Company are reviewed for possible impairment
whenever events or circumstances indicate the carrying amount of an asset may
not be recoverable or is impaired. No such impairments have been
identified by management at December 31, 2008 and 2007.
Loss per
share
Net loss
per share is provided in accordance with Statement of Financial Accounting
Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the
period. Diluted EPS is computed by adding to the weighted average
shares the dilutive effect if stock warrants were exercised into common
stock. For the years ended December 31, 2008 and 2007, the
denominators in the diluted EPS computation are the same as the denominators for
basic EPS due to the anti-dilutive effect of the warrants on the Company’s net
loss.
Reporting on the costs of
start-up activities
Statement
of Position 98-5 (SOP 98-5), “Reporting on the Costs of Start-Up Activities,”
which provides guidance on the financial reporting of start-up costs and
organizational costs, requires most costs of start-up activities and
organizational costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998. With
the adoption of SOP 98-5, there has been little or no effect on the Company’s
financial statements.
Fair value of financial
instruments
Fair
value estimates discussed herein are based upon certain market assumptions and
pertinent information available to management as of December 31, 2008 and
2007. The respective carrying value of certain on-balance-sheet
financial instruments approximated their fair values. Fair values
were assumed to approximate carrying values for cash and payables because they
are short term in nature and their carrying amounts approximate fair values or
they are payable on demand.
Income
Taxes
The
Company follows Statement of Financial Accounting Standard No. 109, “Accounting
for Income Taxes” (“SFAS No. 109”) for recording the provision for income
taxes. Deferred tax assets and liabilities are computed based upon
the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the related
asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more
likely than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets to
the amount that is more likely than not to be realized. Future
changes in such valuation allowance are included in the provision for deferred
income taxes in the period of change.
Deferred
income taxes may arise from temporary differences resulting from income and
expense items reported for financial accounting and tax purposes in different
periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they
relate. Deferred taxes arising from temporary differences that are
not related to an asset or liability are classified as current or non-current
depending on the periods in which the temporary differences are expected to
reverse.
General and administrative
expenses
The
significant components of general and administrative expenses consists of meals
and entertainment expenses, legal and professional fees, outside services,
office supplies, postage, and travel expenses.
Segment
reporting
The
Company follows Statement of Financial Accounting Standards No. 130,
“Disclosures About Segments of an Enterprise and Related Information”. The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.
F7
20
DBL
Senior Care, Inc.
(a
Development Stage Company)
Notes
to Financial Statements
December
31, 2008
Note
2 – Accounting policies and procedures (continued)
Dividends
The
Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.
Recent
pronouncements
In June
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109 (“FIN 48”). FIN 48 clarified the accounting for
uncertainty in income taxes recognized in a company’s financial statements in
accordance with FASB Statement No. 109, Accounting for Income
Taxes. It prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim period, disclosure and transition. FIN 48 is
effective for fiscal years beginning after December 15, 2006. The
adoption of FIN 48 did not have a material impact on our balance sheet or
statement of operations.
In
September 2006, the Securities and Exchange Commission staff (“SEC”) issued SAB
108. SAB 108 was issued to provide consistency to how companies
quantify financial statement misstatements. SAB 108 establishes an
approach that requires companies to quantify misstatements in financial
statements based on effects of the misstatement on both the consolidated balance
sheet and statement of operations and the related financial statement
disclosures. Additionally, companies must evaluate the cumulative
effect of errors existing in prior years that previously had been considered
immaterial. We adopted SAB 108 in connection with the preparation of
our annual financial statements for the years ended December 31, 2008 and 2007
and found no adjustments necessary.
In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements
(“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements. SFAS No. 157
does not require any new fair value measurements, rather, its application will
be made pursuant to other accounting pronouncements that require or permit fair
value measurements. SFAS No. 157 is effective for financial
statements issued for fiscal years beginning after November 15, 1007, and
interim periods within those years. The provisions of SFAS No. 157
are to be applied proactively upon adoption, except for limited specified
exemptions. We are evaluating the requirements of SFAS No. 157 and do
not expect the adoption to have a material impact on our balance sheet or
statement of operations.
In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entities first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company has
adopted SFAS No. 159 beginning March 1, 2008 and is evaluating the potential
impact the adoption of this pronouncement will have on its consolidated
financial statements.
F8
21
DBL
Senior Care, Inc.
(a
Development Stage Company)
Notes
to Financial Statements
December
31, 2008
Note
2 – Accounting policies and procedures (continued)
Recent pronouncements
(Continued)
In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.
In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51. This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.
In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’. This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141. This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements. The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.
In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
F9
22
DBL
Senior Care, Inc.
(a
Development Stage Company)
Notes
to Financial Statements
December
31, 2008
Note
2 – Accounting policies and procedures (continued)
Recent pronouncements
(Continued)
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”. SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB’s amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial position and results of
operations if adopted.
Stock based
compensation
In
December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment,
which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation.
SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the
approach in SFAS No. 123(R) is similar to the approach described in SFAS No.
123. However, SFAS No. 123(R) requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the income
statement based on their fair values. Pro forma disclosure is no longer an
alternative. The new standard will be effective for the Company in the first
interim or annual reporting period beginning after December 15, 2005. The
Company has adopted this standard will and expects to have a material impact on
its financial statements assuming employee stock options or awards are granted
in the future.
Year end
The
Company has adopted December 31 as its fiscal year end.
Note
3 - Going concern
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As shown in the accompanying financial
statements, the Company has incurred a net loss of ($36,667) for the period from
January 17, 2007 (inception) to December 31, 2008, and had no
sales. The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
its new business opportunities.
The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
These
conditions raise substantial doubt about the Company's ability to continue as a
going concern. These financial statements do not include any
adjustments that might arise from this uncertainty.
F10
23
DBL
Senior Care, Inc.
(a
Development Stage Company)
Notes
to Financial Statements
December
31, 2008
Note
4 – Income taxes
For the
years ended December 31, 2008 and 2007, the Company incurred net operating
losses and, accordingly, no provision for income taxes has been
recorded. In addition, no benefit for income taxes has been recorded
due to the uncertainty of the realization of any tax assets. At December 31,
2008 and 2007, the Company had approximately $36,667 and $7,507 of federal and
state net operating losses. The net operating loss carryforwards, if
not utilized, will begin to expire in 2023.
The
components of the Company’s deferred tax asset are as follows:
December
31,
|
||||||||
2008
|
2007
|
|||||||
Deferred
tax assets:
|
||||||||
Net
operating loss carryforwards
|
12,467 | 2,552 | ||||||
Valuation
allowance
|
(12,467 | ) | (2,552 | ) | ||||
Total
deferred tax assets
|
$ | -0- | $ | -0- |
For
financial reporting purposes, the Company has incurred a loss in each period
since its inception. Based on the available objective evidence, including the
Company’s history of losses, management believes it is more likely than not that
the net deferred tax assets will not be fully realizable. Accordingly, the
Company provided for a full valuation allowance against its net deferred tax
assets at December 31, 2008 and 2007.
Note
5 – Stockholders’ equity
The
Company is authorized to issue up to 70,000,000 shares of common stock, each
have a par value of $0.001, and up to 5,000,000 shares of preferred stock, each
with a par value of $0.001.
On
January 17, 2007, the Company issued 5,000,000 shares of its par value common
stock as founders’ shares to two officers and directors in exchange for a
subscription receivable in the amount of $5,000. The subscription
receivable was satisfied on February 2, 2007, with a cash payment of
$5,000.
On July
30, 2007, an officer and director of the Company donated cash in the amount of
$200. The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.
On August
6, 2007, the Company issued an aggregate of 630,000 shares of its $0.001 par
value common stock for total cash of $31,500 in a private placement pursuant to
Regulation D, Rule 505, of the Securities Act of 1933, as amended.
As of
December 31, 2008, there have been no other issuances of common
stock.
Note
6 – Warrants and options
As of
December 31, 2008, there were no warrants or options outstanding to acquire any
additional shares of common stock.
F11
24
DBL
Senior Care, Inc.
(a
Development Stage Company)
Notes
to Financial Statements
December
31, 2008
Note
7 – Related party transactions
On
January 17, 2007, the Company issued 5,000,000 shares of its par value common
stock as founders’ shares to two officers and directors in exchange for a
subscription receivable in the amount of $5,000. The subscription
receivable was satisfied on February 2, 2007, with a cash payment of
$5,000.
On July
30, 2007, an officer and director of the Company donated cash in the amount of
$200. The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.
The
Company does not lease or rent any property. Office services are
provided without charge by an officer and director of the
Company. Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business activities and may, in
the future, become involved in other business opportunities. If a
specific business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
F12
25
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
None.
CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
We
maintain a set of disclosure controls and procedures designed to ensure that
information we are required to disclose in reports filed under the Securities
Exchange Act is recorded, processed, summarized and reported within the time
periods specified by the SEC’s rules and forms. Disclosure controls
are also designed with the objective of ensuring that this information is
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.
Based
upon their evaluation as of the end of the period covered by this report, our
chief executive officer and chief financial officer concluded that our
disclosure controls and procedures are not effective to ensure that information
required to be included in our periodic SEC filings is recorded, processed,
summarized, and reported within the time periods specified in the SEC rules and
forms.
Our Board
of Directors were advised by Moore & Associates, Chartered, the Company’s
independent registered public accounting firm, that during their performance of
audit procedures for 2007 Moore & Associates, Chartered identified a
material weakness as defined in Public Company Accounting Oversight Board
Standard No. 2 in the Company’s internal control over financial
reporting.
This
deficiency consisted primarily of inadequate staffing and supervision that could
lead to the untimely identification and resolution of accounting and disclosure
matters and failure to perform timely and effective reviews. However,
the size of the Company prevents us from being able to employ sufficient
resources to enable us to have adequate segregation of duties within our
internal control system. Management is required to apply its judgment
in evaluating the cost-benefit relationship of possible controls and
procedures.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Internal control over financial
reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the
Securities Exchange Act of 1934 as a process designed by, or under the
supervision of, the company’s principal executive and principal financial
officers and effected by the company’s board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America and includes those policies and procedures
that:
|
1.
|
Pertain
to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of the assets of the
company;
|
|
2.
|
Provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting
principles generally accepted in the United States of America and that
receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company;
and
|
|
3.
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of the company’s assets that
could have a material effect on the financial
statements.
|
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. All internal control
systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement
preparation and presentation. Because of the inherent limitations of
internal control, there is a risk that material misstatements may not be
prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the
financial reporting process. Therefore, it is possible to design into
the process safeguards to reduce, though not eliminate, this risk.
26
As of
December 31, 2008, management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments. Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below. This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.
The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes. The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of December 31, 2008.
Management
believes that the material weaknesses set forth in items (2) and (3) above did
not have an effect on our financial results. However, management
believes that the lack of a functioning audit committee and the lack of a
majority of outside directors on our board of directors results in ineffective
oversight in the establishment and monitoring of required internal controls and
procedures, which could result in a material misstatement in our financial
statements in future periods.
This
annual report does not include an attestation report of the Corporation's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Corporation's registered public accounting firm pursuant to temporary rules of
the SEC that permit the Corporation to provide only the management's report in
this annual report.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or
reasonably likely to materially affect, our internal control over financial
reporting.
OTHER INFORMATION
None.
27
PART III
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
DBL
Senior Care, Inc.'s Directors are elected by the stockholders to a term of one
(1) year and serve until their successors are elected and
qualified. The officers are appointed by the Board of Directors to a
term of one (1) year and serves until his/her successor is duly elected and
qualified, or until he/she is removed from office. The Board of
Directors has no nominating, auditing, or compensation committees.
The names
and ages of our directors and executive officers and their positions are as
follows:
Name
|
Position
|
Period
of Service (1)
|
Debbie
Barnum(2)
|
President,
Treasurer, CEO and Director
|
January
2008 – 2009
|
Darrin
Barnum(2)
|
Secretary
and Director
|
January
2008 – 2009
|
Notes:
|
1.
|
All
directors will hold office until the next annual meeting of the
stockholders, which shall be held in January of 2009, and until successors
have been elected and qualified. Our officers were appointed by
the Board of Directors and will hold office until they resigns or are
removed from office.
|
|
2.
|
The
officers and directors of DBL Senior Care have obligations to entities
other than the Company. The Company expects each individual to
spend approximately not less than 10 hours per week on the Company’s
business affairs, or as needed. At the date of this prospectus,
we are not engaged in any transactions, either directly or indirectly,
with any persons or organizations considered
promoters.
|
Background
of Directors, Executive Officers, Promoters and Control Persons
Debbie Barnum,
President: Between 1997 and 2000, Mrs. Barnum performed a
number of duties, beginning as a cashier and increasing in responsibility to
accounting, customer service manager and eventually as department
manager. From 2000 to 2003, as a sole proprietor she cared for and
assisted elderly persons in the capacities that DBL Senior Care seeks to
provide. She provided companionship, prepared meals, transportation
and ran general errands, as necessary. From 2003 to 2005, Mrs. Barnum
was a high limit host at Atlantis Casino and Resort, where she provided
individualized guest services and other complementary duties. In
2005, she returned to providing care to the elderly and infirm as a sole
proprietor, and continues to do so today. Mrs. Barnum is responsible
for a comprehensive range of responsibilities as a caregiver.
Darrin Barnum,
Secretary: Mr. Barnum has served as an assistant manager at
Wal-Mart from 1993 through the present. His responsibilities include,
without limitation, supervising approximately 40 associates at any given time,
as well as manage the daily operations of the store. In December
2006, Mr. Barnum joined his wife, Debbie Barnum, the President of DBL Senior
Care, in the elderly care business.
Family
Relationships
Debbie
Barnum and Darrin Barnum are married.
Involvement
on Certain Material Legal Proceedings During the Last Five Years
No
director, officer, significant employee or consultant has been convicted in a
criminal proceeding, exclusive of traffic violations.
No
bankruptcy petitions have been filed by or against any business or property of
any director, officer, significant employee or consultant of the Company nor has
any bankruptcy petition been filed against a partnership or business association
where these persons were general partners or executive officers.
No
director, officer, significant employee or consultant has been permanently or
temporarily enjoined, barred, suspended or otherwise limited from involvement in
any type of business, securities or banking activities.
No
director, officer or significant employee has been convicted of violating a
federal or state securities or commodities law.
28
Audit
Committee and Financial Expert
We do not
have an Audit Committee. Our director performs some of the same functions of an
Audit Committee, such as: recommending a firm of independent certified public
accountants to audit the annual financial statements; reviewing the independent
auditors independence, the financial statements and their audit report; and
reviewing management's administration of the system of internal accounting
controls. The Company does not currently have a written audit committee charter
or similar document.
We have
no financial expert. We believe the cost related to retaining a financial expert
at this time is prohibitive. Further, because of our start-up operations, we
believe the services of a financial expert are not warranted.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires our directors
and executive officers, and persons who beneficially own more than 10% of a
registered class of our equity securities, to file reports of beneficial
ownership and changes in beneficial ownership of our securities with the SEC on
Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of
Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial
Ownership of Securities). Directors, executive officers and beneficial owners of
more than 10% of our Common Stock are required by SEC regulations to furnish us
with copies of all Section 16(a) forms that they file. As a company
with securities registered under Section 15(d) of the Exchange Act, our
executive officers and directors, and persons who beneficially own more than ten
percent of our common stock are not required to file Section 16(a)
reports.
Code
of Ethics
We have
not adopted a Code of Business Conduct and Ethics that applies to our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions in that our sole officer and
director serves in all the above capacities.
Corporate
Governance
Nominating
Committee
We do not
have a Nominating Committee or Nominating Committee Charter. Our sole Director
performs some of the functions associated with a Nominating Committee. We have
elected not to have a Nominating Committee in that we are a development stage
company.
Director Nomination
Procedures
Nominees
for Directors are identified and suggested by the members of the Board or
management using their business networks. The Board has not retained any
executive search firms or other third parties to identify or evaluate director
candidates and does not intend to in the near future. In selecting a nominee for
director, the Board or management considers the following criteria:
|
1.
|
Whether
the nominee has the personal attributes for successful service on the
Board, such as demonstrated character and integrity; experience at a
strategy/policy setting level; managerial experience dealing with complex
problems; an ability to work effectively with others; and sufficient time
to devote to our affairs;
|
|
2.
|
Whether
the nominee has been the chief executive officer or senior executive of a
public company or a leader of a similar organization, including industry
groups, universities or governmental
organizations;
|
|
3.
|
Whether
the nominee, by virtue of particular experience, technical expertise or
specialized skills or contacts relevant to our current or future business,
will add specific value as a Board member;
and
|
|
4.
|
Whether
there are any other factors related to the ability and willingness of a
new nominee to serve, or an existing Board member to continue his
service.
|
The Board
or management has not established any specific minimum qualifications that a
candidate for director must meet in order to be recommended for Board
membership. Rather, the Board or management will evaluate the mix of skills and
experience that the candidate offers, consider how a given candidate meets the
Board’s current expectations with respect to each such criterion and make a
determination regarding whether a candidate should be recommended to the
stockholders for election as a Director. During 2008, we received no
recommendation for Directors from our stockholders.
29
We will
consider for inclusion in our nominations of new Board of Directors nominees
proposed by stockholders who have held at least 1% of our outstanding voting
securities for at least one year. Board candidates referred by such stockholders
will be considered on the same basis as Board candidates referred from other
sources. Any stockholder who wishes to recommend for our consideration a
prospective nominee to serve on the Board of Directors may do so by giving the
candidate’s name and qualifications in writing to our Secretary at the following
address: 2415 W. Weatherby Way, Chandler, Arizona 85248.
EXECUTIVE COMPENSATION
Summary
Compensation Table
The
following table sets forth, for the last completed fiscal years ended December
31, 2008 and 2007 the cash compensation paid by the Company, as well as certain
other compensation paid with respect to those years and months, to the Chief
Executive Officer and, to the extent applicable, each of the three other most
highly compensated executive officers of the Company in all capacities in which
they served:
Summary Compensation
Table
|
|||||||||
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards ($)
|
Option
Awards ($)
|
Non-Equity
Incentive Plan Compen-sation ($)
|
Non-qualified
Deferred Compen-sation Earnings ($)
|
All
Other Compen-sation ($)
|
Total
($)
|
Debbie
Barnum
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
President
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Darrin
Barnum
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Secretary
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Directors'
Compensation
Our
director is not entitled to receive compensation for services rendered to us, or
for each meeting attended except for reimbursement of out-of-pocket
expenses. We have no formal or informal arrangements or agreements to
compensate our director for services she provides as a director of our
company.
Employment
Contracts and Officers' Compensation
Since our
incorporation, we have not paid any compensation to our officers, directors and
employees. We do not have employment agreements. Any
future compensation to be paid will be determined by our Board of Directors, and
an employment agreement will be executed. We do not currently have
plans to pay any compensation until such time as we are cash flow
positive.
Stock
Option Plan And Other Long-term Incentive Plan
We
currently do not have existing or proposed option/SAR grants.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information as of the date of this offering
with respect to the beneficial ownership of DBL Senior Care, Inc.’s common stock
by all persons known by DBL Senior Care to be beneficial owners of more than 5%
of any such outstanding classes, and by each director and executive officer, and
by all officers and directors as a group. Unless otherwise specified,
the named beneficial owner has, to our knowledge, either sole or majority voting
and investment power.
30
Title
Of Class
|
Name,
Title and Address of Beneficial Owner of Shares(1)
|
Amount
of Beneficial Ownership(2)
|
Percent
of Class
|
||||||
Common
|
Debbie
Barnum, President and Director
|
2,500,000 | 44.4 | % | |||||
Common
|
Darrin
Barnum, President and Director
|
2,500,000 | 44.4 | % | |||||
All
Directors and Officers as a group (2 persons)
|
5,000,000 | 44.4 | % |
Notes:
|
1.
|
The
address of each executive officer and director is c/o DBL Senior Care,
Inc., 925 Gardenia Circle, St. George, Utah
84790.
|
|
2.
|
As
used in this table, “beneficial ownership” means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or share
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of a
security).
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
On
January 17, 2007, we issued 5,000,000 shares of its par value common stock as
founders’ shares to Debbie Barnum and Darrin Barnum, both of whom are officers
and directors, in exchange for a subscription receivable in the amount of
$5,000. The subscription receivable was satisfied on February 2,
2007, with a cash payment of $5,000.
On July
30, 2007, an officer and director donated cash in the amount of
$200. The entire amount was donated, is not expected to be repaid and
is considered to be additional paid-in capital.
DBL uses
office space and services provided without charge by Mr. Darrin Barnum and Mrs.
Debbie Barnum, our directors and shareholders.
Director
Independence
The Board
of Directors has concluded that Director, Stephen Causey is not independent in
accordance with the director independence standards of the American Stock
Exchange.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The
following table sets forth fees billed to us by our independent auditors for the
years ended 2008 and 2007 for (i) services rendered for the audit of our annual
financial statements and the review of our quarterly financial statements, (ii)
services rendered that are reasonably related to the performance of the audit or
review of our financial statements that are not reported as Audit Fees, and
(iii) services rendered in connection with tax preparation, compliance, advice
and assistance.
SERVICES
|
2008
|
2007
|
||||||
Audit
fees
|
$ | 7,000 | $ | 5,000 | ||||
Audit-related
fees
|
- | - | ||||||
Tax
fees
|
- | - | ||||||
All
other fees
|
- | - | ||||||
Total
fees
|
$ | 7,000 | $ | 5,000 |
31
Exhibit
Number
|
Name
and/or Identification of Exhibit
|
3
|
Articles
of Incorporation & By-Laws
|
a. Articles
of Incorporation (1)
|
|
b. Bylaws
(1)
|
|
31
|
Rule
13a-14(a)/15d-14(a) Certification
|
32
|
Certification
under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section
1350)
|
Incorporated
by reference to the Registration Statement on Form SB-2, previously filed
with the SEC on January 9, 2008.
|
32
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereto duly
authorized.
DBL
SENIOR CARE, INC.
|
(Registrant)
|
By:
/s/ Debbie Barnum, President &
CEO
|
In
accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated:
Signature
|
Title
|
Date
|
/s/
Debbie Barnum
|
President,
CEO and Director
|
March
20, 2009
|
Debbie
Barnum
|
||
/s/
Debbie Barnum
|
Chief
Financial Officer
|
March
20, 2009
|
Debbie
Barnum
|
||
/s/
Debbie Barnum
|
Chief
Accounting Officer
|
March
20, 2009
|
Debbie
Barnum
|
33